Common use of Disclosure Controls and Procedures and Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in and required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the Company’s disclosure controls and procedures have been reasonably designed to provide reasonable assurance that (i) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company and its Subsidiaries. (b) Since the Applicable Date, the Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreement. (c) Since the Applicable Date and prior to the date of this Agreement, the Company has not received any complaints regarding material violations of or deficiencies in the Company’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit Committee.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Parent has established and maintains “disclosure controls and procedures” (a) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in Rules 13a-15(e) and required by Rule 13a-15 or Rule 15d-15 under 15d-15(e) of the Exchange Act. Since the Applicable Date, the Company’s disclosure controls and procedures have been reasonably ) that are designed to provide reasonable assurance ensure that information (iboth financial and non-financial) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the CompanyParent’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant with respect to Sections 302 and 906 such reports. Except as disclosed in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as of December 31, 2007, there were no “material weaknesses” in Parent’s or any of its Subsidiaries’ internal controls as contemplated under Section 404 of the Xxxxxxxx-Xxxxx Act. Parent has disclosed in its Quarterly Report on Form 10-Q for its quarter ended March 31, (ii) transactions are recorded as necessary 2008 any change in its internal control over financial reporting that occurred during the period covered by such report that has materially affected, or is reasonably likely to permit preparation of materially affect Parent’s internal control over financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company and its Subsidiaries. (b) Since the Applicable Date, the Company reporting. Parent has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to (as defined in Rule 13a-15(f) of the date of this AgreementExchange Act), to the CompanyParent’s auditors and the Audit Committee, audit committee of the Board of Directors of Parent (ia) any “significant deficiencies” deficiencies in the design or operation of its internal controls control over financial reporting that are reasonably expected likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of the Board of Directors of Parent any material weaknesses in its internal control over financial reporting and (iib) any fraud fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls control over financial reporting. Since the date of Parent’s most recent evaluation of internal control over financial reporting, to the Knowledge of Parent, no facts or circumstances have arisen or occurred that would be required to be disclosed to Parent’s auditors or Parent’s audit committee regarding (i) a significant deficiency in the design or operation of its internal control over financial reporting, (ii) a material weakness in its internal control over financial reporting or (iii) fraud, whether or not material, that are reasonably likely to adversely affect the Companyinvolves management or other employees who have a significant role in Parent’s ability to record, process, summarize and report internal control over financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreementreporting. (c) Since the Applicable Date and prior to the date of this Agreement, the Company has not received any complaints regarding material violations of or deficiencies in the Company’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit Committee.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company Parent (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in and required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the CompanyParent’s disclosure controls and procedures have been reasonably designed to provide reasonable assurance that (i) all material information relating to the CompanyParent, including its consolidated Subsidiaries, required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to the CompanyParent’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company Parent included in the Company Parent Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company Parent and its Subsidiaries. (b) Since the Applicable Date, the Company Parent has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreement, to the CompanyParent’s auditors and the Audit Committeeaudit committee of the Parent Board, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in the CompanyParent’s internal controls over financial reporting that are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreement. (c) Since the Applicable Date and prior to the date of this Agreement, the Company Parent has not received any complaints regarding material violations of or deficiencies in the CompanyParent’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit Committeeaudit committee of the Parent Board.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in and required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the Company’s disclosure controls and procedures have been (as defined in the Exchange Act) reasonably designed to provide reasonable assurance ensure that (i) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated recorded and communicated reported on a timely basis to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents. (b) The Company maintains internal controls over financial reporting (as such term is defined in the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) The Company’s management has completed an assessment of the effectiveness of the internal control over financial reporting of the Company included in compliance with the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 requirements of Section 404 of the Xxxxxxxx-Xxxxx ActAct for the fiscal year ended March 31, (ii) transactions are recorded as necessary to permit preparation of 2020, and such assessment concluded that such system was effective. Since such date, there have been no changes in the internal control over financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets reporting of the Company and its Subsidiariesthat have materially affected, or would reasonably be likely to materially affect, the internal control over financial reporting of the Company. (bd) Since the Applicable Date, the Company has disclosed, based on the most recent evaluation not become aware of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting, (ii) any fraud allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting that are reasonably likely or (iii) any material violation of or failure to adversely affect comply in all material respects with United States federal securities laws. (e) The Company has made available to Parent (i) a summary of all written disclosures made by management to the Company’s ability auditors and Audit Committee since the Applicable Date and (ii) any material communication since the Applicable Date made by management or the Company’s auditors to recordthe Audit Committee required or contemplated by the Audit Committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since the Applicable Date, processno material complaints from any source regarding accounting, summarize internal accounting controls or auditing matters, and report financial informationno concerns from Company Employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent or its outside legal counsel true, correct and complete copies a summary of all such disclosures material complaints or concerns made to since the Applicable Date through the Company’s auditors and the Audit Committee prior to the date whistleblower hotline or equivalent system for receipt of this Agreement. (c) Since the Applicable Date and prior to the date of this Agreement, the Company has not received any complaints employee concerns regarding material possible violations of or deficiencies in the Company’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit CommitteeLaw.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures and internal control controls over financial reporting (as such terms are defined in Rule 13a-15 and 15d-15 under the Exchange Act) as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the The Company’s disclosure controls and procedures have been are reasonably designed to provide reasonable assurance ensure that (i) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, . (iib) transactions are recorded as necessary The Company (with respect to permit itself and its consolidated Subsidiaries) has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in conformity accordance with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company and its Subsidiaries. (bc) Since the Applicable Date, the Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreementby its executive officer and its chief financial officer, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any “material weaknesses” in internal control over financial reporting and (ii) any fraud fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has no “significant deficiencies” or “material weaknesses” in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreement. (cd) Since the Applicable Date and prior Date, no material complaints, allegations, assertions, claims or notifications from any source regarding the Company’s accounting, internal accounting controls or auditing practices, procedures or methods have been reported in writing to the Audit Committee by the Company’s head of internal audit. (e) To the Knowledge of the Company, as of the date of this Agreement, none of the Company has not received any complaints regarding material violations Reports is the subject of ongoing SEC review or deficiencies in outstanding SEC comment. (f) To the Knowledge of the Company’s , there are no pending SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case, regarding any accounting controlspractices of the Company. To the Knowledge of the Company, at no time since the Applicable Date has there been any internal investigation of the Company or any of its Subsidiaries regarding revenue recognition or other accounting controls or auditing matters that have not been reported to issues discussed with, reviewed by or initiated at the Audit Committeedirection of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company Board or any committee thereof.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in and required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the Company’s disclosure controls and procedures have been reasonably designed to provide reasonable assurance that (i) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company and its Subsidiaries. (b) Since the Applicable Date, the Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreement. (c) Since the Applicable Date and prior to the date of this Agreement, the Company has not received any complaints regarding material violations of or deficiencies in the Company’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit Committee.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company (with respect to itself Public Parent maintains, and, at all times since the Applicable Date, has maintained “disclosure controls and its consolidated Subsidiaries) maintains internal control over financial reporting procedures” required and as defined in and required by Rule 13a-15 or Rule 15d-15 15d-15, as applicable, under the Exchange Act. Since Act and in National Instrument 52-109 –Certification of Disclosure in Issuers’ Annual and Interim Filings, as applicable, that are reasonably designed to ensure that all information required to be disclosed in the Applicable DatePublic Parent Reports is recorded, processed, summarized and reported within the Company’s disclosure controls time periods specified in the rules and procedures have been reasonably forms of the SEC and Canadian Securities Regulators, as applicable. (b) Public Parent maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, as applicable) designed to provide reasonable assurance that (i) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedIFRS, (iiiii) transactions that receipts and expenditures of Public Parent are executed being made only in accordance with the authorization authorizations of management of Public Parent and the board of directors of Public Parent and (iviii) reasonable regarding prevention and or timely detection of the unauthorized acquisition, use or disposition of the Public Parent’s and Public Parent’s Subsidiaries’ properties and assets of the Company and its Subsidiariesor assets. (bc) Since Public Parent’s management has completed an assessment of the Applicable Dateeffectiveness of Public Parent’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, the Company 2022, and such assessment concluded that those controls were effective. Public Parent has disclosed, based on the its most recent evaluation of its disclosure controls and procedures and Public Parent’s internal control over financial reporting prior to the date of this Agreement, to the CompanyPublic Parent’s auditors independent registered public accounting firm and the Audit Committee, Committee (i) any “significant deficiencies” deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, as applicable) that are reasonably expected likely to adversely affect the CompanyPublic Parent’s ability to record, process, summarize and report financial information and (ii) any fraud whether or not material, that involves management or other employees who have a significant role in the Companypreparation of financial statements or the internal accounting controls utilized by Public Parent and Public Parent’s internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial informationSubsidiaries. The Company Public Parent has made available to Parent or its outside legal counsel true, correct and complete copies the Company a summary of all any such disclosures made by management to the CompanyPublic Parent’s auditors independent registered public accounting firm and the Audit Committee prior to the date of this Agreement. (c) Since since the Applicable Date and prior to the date of this Agreement, the Company has not received any complaints regarding material violations of or deficiencies in the Company’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit CommitteeDate.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Parent has established and maintains “disclosure controls and procedures” (a) The Company (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in Rules 13a-14(c) and required by Rule 13a-15 or Rule 15d-15 under 15d-14(c) of the Exchange Act. Since the Applicable Date, the Company’s disclosure controls and procedures have been reasonably ) that are designed to provide reasonable assurance that information (iboth financial and non-financial) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the CompanyParent’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant with respect to Sections 302 and 906 such reports. As of December 31, 2006, there were no “material weaknesses” in Parent’s or any of the XxxxxxxxParent Subsidiaries’ internal controls as contemplated under Section 404 of the Sxxxxxxx-Xxxxx Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company and its Subsidiaries. (b) Since the Applicable Date, the Company . Parent has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to (as defined in Rule 13a-15(f) of the date of this AgreementExchange Act) by its chief executive officer and chief financial officer, to the CompanyParent’s auditors and the Audit Committee, audit committee of the Parent Board (ia) any “significant deficiencies” deficiencies in the design or operation of its internal controls control over financial reporting that are reasonably expected likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and has identified for the Parent’s auditors and audit committee of the Parent Board any material weaknesses in its internal control over financial reporting and (iib) any fraud fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls control over financial reporting. Since the date of Parent’s most recent evaluation of internal control over financial reporting, to the knowledge of Parent, no facts or circumstances have arisen or occurred that would be required to be disclosed to Parent’s auditors or Parent’s audit committee regarding (x) a significant deficiency in the design or operation of its internal control over financial reporting, (y) a material weakness in its internal control over financial reporting or (z) fraud, whether or not material, that are reasonably likely to adversely affect the Companyinvolves management or other employees who have a significant role in Parent’s ability to record, process, summarize and report internal control over financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreementreporting. (c) Since the Applicable Date and prior to the date of this Agreement, the Company has not received any complaints regarding material violations of or deficiencies in the Company’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit Committee.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company Parent (with respect to itself and its consolidated Subsidiaries) maintains internal control over financial reporting as defined in and required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the CompanyParent’s disclosure controls and procedures have been reasonably designed to provide reasonable assurance that (i) all material information relating to the CompanyParent, including its consolidated Subsidiaries, required to be disclosed by the Company Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to the CompanyParent’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company Parent included in the Company Parent Reports to allow timely decisions regarding required disclosure and to make the certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of the Company Parent and its Subsidiaries. (b) Since the Applicable Date, the Company Parent has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting prior to the date of this Agreement, to the CompanyParent’s auditors and the Audit Committeeaudit committee of the Parent Board, (i) any “significant deficiencies” in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in the CompanyParent’s internal controls over financial reporting that are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreement. (c) Since the Applicable Date and prior to the date of this Agreement, the Company Parent has not received any complaints regarding material violations of or deficiencies in the CompanyParent’s accounting controls, internal accounting controls or auditing matters that have not been reported to the Audit Committeeaudit committee of the Parent Board.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. (a) The Company (with respect to itself and its consolidated Subsidiaries) has established and maintains disclosure controls and procedures required and as defined by Rule 13a-15 or 15d-15, as applicable, under the Exchange Act. The Company maintains internal control over financial reporting required and as defined in and required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Since the Applicable Date, the The Company’s disclosure controls and procedures have been are reasonably designed to provide reasonable assurance ensure that (i) all material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer, its principal financial officer or those individuals responsible for the preparation of the consolidated financial statements of the Company included in the Company Reports to allow timely decisions regarding required disclosure, and such disclosure controls and procedures are reasonably designed to make ensure that information required to be disclosed by the certifications required by Rule 13a-14 Company in the reports that it files or Rule 15d-14 submits under the Exchange Act is recorded, processed, summarized and pursuant to Sections 302 reported within the time periods specified in SEC rules and 906 forms. (b) The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx ActAct for the fiscal year ended December 31, 2017, and such assessment concluded that such system was effective. The Company’s independent registered public accountant has issued (iiand not subsequently withdrawn or qualified) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions are executed only in accordance with the authorization of management and (iv) reasonable prevention and timely detection of the unauthorized acquisition, use or disposition of the properties and assets of an attestation report concluding that the Company and its Subsidiariesmaintained effective internal control over financial reporting as of December 31, 2017. (bc) Since the Applicable Date, the The Company has disclosed, based on the most recent evaluation of its disclosure controls and procedures and internal control over financial reporting by its executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the Audit Committee, (i) any “significant deficiencies” deficiencies in the design or operation of its internal controls over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and Audit Committee any material weaknesses in internal control over financial reporting and (ii) any fraud fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company has made available to Parent or its outside legal counsel true, correct and complete copies of all such disclosures made to the Company’s auditors and the Audit Committee prior to the date of this Agreementreporting. (cd) Since From the Applicable Date and prior to until the date of this Agreement, the Company has not received no material complaints or notifications from any complaints source regarding material violations of or deficiencies in the Company’s accounting controlsaccounting, internal accounting controls or auditing matters that matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have not been reported received by the Company. (e) As of the date of this Agreement, to the Audit CommitteeCompany’s Knowledge, none of the Company Reports is the subject of ongoing SEC review or outstanding SEC comment. (f) As of the date of this Agreement, to the Knowledge of the Company, there are no pending SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the Company. To the Knowledge of the Company, at no time since the Applicable Date through the date of this Agreement has there been any internal investigation of the Company or any of its Subsidiaries regarding revenue recognition or other accounting or auditing issues discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company Board or any committee thereof.